As Time Goes By
by Angelwomon
Summary: It's a year after the day on the beach. Charles and the boys are getting along fine, but surprise is in store for them? It's a lot better then its sounds. AU X-Men First Class CharlesxOC.
1. Chapter 1

For the record I don't own X-men: First Class or any of X-men franchise, sadly.

Also this is my first fanfiction, so please be gentle!

A special shout out goes out to tesselation for all of her help!

December 9, 2011, New York City

A young woman walked down the dark streets of New York City carrying three different bags, trying to look as unassuming as possible. People walked past her not noticing how quickly she walked as if she was trying to get away from something or someone. If they had looked closer they would not have seen a woman struggling with bags down the street, but a woman who had just escaped mental and emotional trauma. There had been some physical abuse, but it would never show, her body would never allow it. It never did. Her thoughts soon turned to what she had just left. She was just lucky he had been at work instead of at their, correction his apartment. If he had been she would never had been able to get out.

'_Of course I couldn't have figured out where I was going before I packed.'_ She thought bitterly as she shrugged one of her bags_ over_ her shoulder. She trudged down the street when her hearing aid picked up a noise. She stopped and listened following the noise to an alley. She silently gagged as the scent of rotten garbage filled her nostrils. Quietly the woman poked her head around the alleyway to see three men arguing about something loudly. Just as she was pulling her head back the woman heard a faint whimper. She turned her head and saw a small girl, no older then five hiding behind the trashcans looking at the men. Her hair was matted and dirty, her eyes full of fear. Quickly the woman bent down and crept into the alley. The girl looked up as the woman put a finger to her lips and picked her up. The child held on tightly as she was taken to the curb. The woman quickly grabbed her things and started running. Immediate shouts and footsteps were heard as the pair took off. The men were quickly gaining on them.

_'Please let us get away safely' _the woman thought as she continued to run. A gunshot was heard and she immediately covered the girl and in the last minute held her hand up as if shielding herself. She waited for the bullet.

It never came.

She looked up and saw the sidewalk folded like an accordion, blocking the bullet. She looked at her hand, shocked

'_Did I do that?_'

She then quicklyflicked her free hand at the concrete. It flattened immediately, bringing some of the men falling down when it did. If she wasn't trying to save a little girl, she probably would've laughed. The last man quickly stood up and began the chase again. The woman continued to run.

"I'm scared!" the girl choked out the woman looked behind her to see the man still running. Suddenly an idea came to her and she skidded to a stop. As the distance between them decreased she focused on how close he was getting, wanting to stop him. A gust of wind came out of her hand blowing the man backwards about fifty feet in the air, causing him to hit head and knocking him out.

They started to run, but as they did the woman caught a glimpse of the face of their unconscious pursuer. She gasped silently in horror, realizing how similar he looked to the little girl hiding in the crook of her shoulder. She continued to run and the girl continued to cry.

Without warning there was a bright light and the woman held the girl tightly as they were quickly sucked in. Then everything faded to black.

December 9,1963 The Xavier Mansion, New York

Charles wheeled himself out onto the snowy patio as he watched Hank, Alex and Sean set up Christmas decorations outside. They were arguing about what should go where and Charles smiled brightly. After Raven and Erik left the house had become melancholic. Banter was forced and everyone had basically gone through the motions. It had made Charles a little sad, but he had to respect Raven and Erik's decision, even if he was unhappy about it. His smile slowly faded as he realized that not only was this his first Christmas in a wheelchair, but also his first Christmas without Raven. She had been his only family after all.

He began to frown as he looked down at his once mobile legs. When he had found out that he would never walk again he had been crushed. He would never be able to do what had in the past been so easy for him. When he had come home he moped around, he stopped training the boys and started to spend his days in his study, with a bottle of scotch.

It pained him to remember those dark times. It was when he would want to talk to someone, mainly Moira who had helped get back on his feet, so to speak. Of course it didn't help that he had to send Moira away and erase her memories, so it made him a little lonely despite only having feelings of friendship towards her. Since then he had not seen a woman, much less talked to one for a while and it made him antsy. As much as he enjoyed the guys they needed some estrogen to balance out all the testosterone in the house.

'_ Perhaps I need to consult Cerebro again'_ he thought to himself, Just as he was wheeling himself back into the house he heard "Hey professor!" he turned around to see Alex cloaked in several strings of Christmas lights trudging towards him. Charles began to chuckle loudly, as did Sean and Hank. Alex glared at all of them before his eyes landed on Charles

"We need another opinion about the lights." Alex said bluntly.

"As long it looks good and is easy to take down after the holidays it doesn't matter to me." Charles said looking at Alex. Alex shrugged and stalked back to the guys. They then began talking animatedly until Sean got bored and threw a snowball at Hank, which then lead Hank to pick up a much larger snowball and chuck it at Sean. Sean had quickly ducked causing the "ball" to knock Alex clean off his feet. Alex shook his head and with a playful "you're dead!" to both his teammates he took off running.

Charles watched the fight with a slight chuckle as he saw the changes that had gone on with his team since that day on they had been brought together. He first noticed Alex, who in the past would've just stared at those participating, rolled his eyes and walked away had become more extroverted and much kinder to his team (although some teasing went on of course.)

His gaze then turned to Sean, the ginger that had always had a joke up his sleeve had managed to tone down his pranks (It helped that after a prank with Hank's chemicals, Hank had threaten to split Sean apart.) he still pulled pranks, but they were always harmless, such as switching the salt and sugar.

He finally saw Hank the one who had changed, both physically and emotionally. After the experiment, he would hide in the lab, ashamed of what he looked like and depressed about Raven. But with some help from Sean and Alex, he began to come out of his shell again, even going as far as figuring out some upgrades to Cerebro and helping create some training technique for the team. He saw these boys-no these men-and had never been prouder.

Suddenly he heard a yelp and he was sent back into reality only to see Hank sticking Sean in a tree. Laughing the whole way he began to wheel himself towards them to intervene. A little while later the entire team sat around a fire sipping some hot chocolate. It had been quiet until Sean decided to break the silence.

"So do you think we might have any chicks here soon?" he asked in his slow, quiet tone everyone else looked at each other before looking at Charles. He cleared his throat before talking

"Well Sean I don't know if we'll get any female members anytime soon, but you never know." The team finished their drinks and went outside to goof off in the snow with Charles supervising.

Suddenly a large _crack_ was heard and a large sphere dropped from the sky and flew into the forest. Suddenly a loud _BOOM_ was heard. The team dropped the snow and quickly took off to investigate.


	2. Chapter 2

*Sigh* I don't own any of the X-men franchise.

Chap 2

The boys ran into the woods looking for whatever had landed in the woods. Charles tried to follow, but was stuck on a stick. After a few minutes he managed to keep going. He began to hear shouts and faintly smelled smoke. He quickly wheeled himself towards the commotion to find a shocking sight. Alex and Hank were arguing loudly and Sean was kneeling by what looked like a large crater.

"What happened?" he bellowed. Hank and Alex abruptly stopped and stared at the young professor, Sean immediately rose from where he had been kneeling and turned to face the professor, The look on his face one of pure shock.

"Professor you should see this." Charles swiftly wheeled towards the crater and was stunned at what he saw. Dead center of it laid a young woman, scattered all around her were bags and sitting next to her was a little girl crying. As if sensing him she sniffled and raised her head. Her black hair was greasy and her hazel eyes were red from crying. She stood up and in front of the unconscious woman.

"Please don't hurt us." her voice was so full of fear, it made Charles heart clench. He offered a kind smile and started to wheel closer to the crater. He looked at her.

"Why would we want to hurt you?" he asked. The girl looked at him like he was stupid.

"That red haired guy has been promising me candy if I came out. I'm five not stupid." She said smartly while staring Sean down. Charles chuckled lightly as he looked at the small girl.

"I promise no harm will come to you or your…"He paused "Friend we just want to make sure you both are ok." Charles said. She stared at him skeptically before looking back at the woman unconscious.

"Will you make sure she isn't hurt?" She asked pointing behind her.

"Yes and our friend Hank will too, he's very good at making people feel better." Charles gestured to Hank, he came forward and he eyes widened.

"He's fuzzy…that's awesome!" She exclaimed. Her shock was replaced by a bright smile. She began to climb out of the crater.

"Ok let's go, but can I sit in the chair too? It looks really cool." She asked.

Charles raised an eyebrow, no one had really asked about the chair since his accident, so it was a bit of a surprise. He quickly collected himself and began giving instructions to the guys.

"Right, so Alex and Sean go grab those bags and bring them with us. They must be important if there here. Hank I want you to pick up our guest." Charles quipped as the team went to their duties, he turned to the girl.

"As for you." He said as he picked her up and placed her on his lap" You'll sit with me and tell me all about yourself, like what's your name?" He had peeked into her mind and knew, but he realized that now was not the time to be telepath. Though he had a feeling she knew they were different.

"My name's Carrie, What's yours?" she asked innocently. He thought about it.

"Well my students call me either Professor X or Charles. You can call me whichever you prefer" He told her.

"What are their names?" she asked pointing to the boys. They smirked at each other before introducing themselves. Alex strode forward.

"I'm Alex." He said as he shook her tiny hand before picking up a bag. Sean ran up next.

"My name is Sean." He said he suddenly tousled Carrie's hair before grabbing the other bags. Finally Hank emerged from the crater holding the woman in his arms. He strolled forward and looked down at her.

"I'm Hank, most people call me Beast though." He almost turned around, but not before he felt a tug at his leg. He turned around to see Carrie playing with his arm fur.

"I don't think you're a Beast." She said quietly. Hank looked at her like she had two heads.

"I think you're like a TEDDY BEAR!" she giggled before letting go of his arm. Hank just shook his head smiling. The conversations continued until the team learned that her favorite color was blue ("Pink is gross!") she hated lima beans, that she wanted to be an astronaut, and they all agreed that Hank was a blue teddy bear.(Hank growled at this, making her giggle.) The mansion began to grow in the distance as they approached it. She stared at Charles, her eyes wide.

"Mr. Charles you live here?" she exclaimed. Charles saw the girl's expression and laughed softly.

'_People always gape at the mansion'_ he thought to himself. He looked at Carrie.

"Yes we all live here, and you can stay here too if you want." He looked at Carrie smiling at the vast property that she could run on. She was so bright, it was hard not to be happy around her. They got to the house and Charles, Carrie and Hank headed towards the rooms, while Sean and Alex left her bags in the hallway and chased after them. They found a room next to Charles's, that wasn't being used and went in. Hank laid the woman down and threw her coat across the room before examining her while Sean and Alex stood near Charles and Carrie all waiting on the condition of their unknown guest. An hour later Hank walked towards them with a puzzled expression on his face. Carrie spoke first.

"Is she ok?" she asked quietly. Hank looked softly down at the girl.

"She's fine, she's perfectly fine." Hank said looking even more puzzled.

"Well isn't that a good thing?" Alex asked. Hank glared at him before continuing.

"It is, but given the impact of the landing, not to mention where they landed she should have several broken bones, possibly a fractured skull at least some bruises, but there's nothing!" Hank exclaimed. Everyone then turned and looked at Carrie, who was staring at her shoes.

"Carrie what happened?" Charles asked softly. Carrie looked at them then walked to the bed.

"We got pulled into this light, and we were falling. She held onto me so I wouldn't get hurt." She pointed to the bed. They all exchanged confused glances.

"She? Carrie do you not know her?" Alex asked a little concerned. She shook her head. Her lip began to quiver as she remembered what happened. The boys looked concerned, then Charles broke the silence.

"Carrie, can I tell you something?" Carrie nodded and Charles put his fingers to his temple.

'_I can read your mind.'_

Carrie's eyes widened as she looked at Charles. He nodded as he looked at the boys and back at her.

"If it's alright with you, I would like to take a look at what happened, that way you won't have to tell us, but I will know how to help both of you, would that be ok with you?" He waited for her to nod before starting.

"Make sure you calm your mind." He said before closing his eyes and diving into her mind.

_She walked with a man holding his hand. He was fidgeting and seemed really excited about something. She looked around and realized that they weren't near the park. _

_ "Daddy, you said we were going to the park." She looked up at her father. He looked as her with a sad stare._

_ "Sure sweetie right after I meet with some clients." He said as he led her down an alleyway. He quickly straightened his stained tie before kneeling in front of his only daughter._

_ "Carrie, I need you to stay behind these cans until I'm done ok?" The father smiled at her._

_ "Ok Daddy." She knelt behind the trashcans and waited. After a few minutes, her father and his "associates" were yelling, throwing around words like "smack" and "crack." She didn't know what those words meant, but they didn't sound good. Suddenly she heard her father shout._

_ "Look, I'll do anything, what if I give you my daughter? She's worth a lot I'm sure!" She let out a small whimper. The next thing she knew she was escaping with the woman._

Charles watched the rest of memory with a combination of horror and amazement. He was horrified that a man would go so low as to sell his daughter for drugs, however he was amazed at the power and control the woman had over her abilities so quickly after they had emerged. The woman was a mutant, there was no doubt about it, but what exactly were her abilities? He would have to found out.

Charles came back out and was immediately surrounded. He looked at Carrie.

"I am so sorry about what has happened to you." He whispered sadly. Carrie merely nodded her head. Hank looked at Charles.

"So, did you learn anything about her?" he gestured wildly to the woman still asleep. He shook his head.

Not much, but I have learned she's a mutant, I haven't really figured out her abilities though." He said clearly frustrated. The boys began to wander around the room, waiting. Every couple of seconds their gazes would land on the woman. When Charles left for the bathroom, Sean spoke up.

"Ok, I don't know about you guys, but I need to know who this chick is!" He practically shouted. Alex and Hank stopped their pacing and nodded.

"But how do we found out? It's not like she has a 'hi my name is sticker' on her!" Alex replied heatedly. Sean pondered this for a minute before smiling.

"She might not, but she does have bags that might have something that tells us who she is." Sean said excitedly. Hank glared at him.

"Are you crazy? Not only is that an invasion of privacy, which last I checked girls don't find a turn-on, but Charles will kill us!" Hank said. Sean stared at Alex expectedly, Alex nodded his head and both boys headed out the door with both Hank and Carrie on their heels. Charles came back shortly to find the room, empty.

"I guess they were tired of waiting." He said. He wheeled towards the bed and looked down at the woman. This was his first time seeing her, the other times he had been preoccupied with gaining Carrie's trust so he could help them. She was quite pretty. Her hair was light brown and wavy, her skin was pale with dark features. He gently held the woman's hand.

"I hope you wake up soon, there are a lot of people dying to meet you, myself included. Not to mention a certain little girl is worried about you." He squeezed her hand. Hank came in and saw the professor.

"Am I interrupting something?" Hank asked. Charles shook his head.

"Just having a conversation with our guest, By the way where are Carrie and the boys?" Hank looked at his hands as he mumbled something incoherent.

"I'm sorry what was that?" Charles motioned for Hank to speak up.

"They're looking through the bags that we brought in trying to scrape some information on…" he limply gestured to the woman on the bed. Charles was furious, he focused in on Sean and went off.

_'ARE YOU INSANE! NOT ONLY IS THAT AN INVASION OF PRIVACY, BUT IT IS RUDE!"_ He screamed at Sean before he heard Alex.

_'Is it better if we found out her name?' _he asked. Charles sighed and began to wheel away from the bed to confront his team. Suddenly he heard a light gasp, he whipped his head around to see the woman's eyelids fluttered a little before opening to be light brown eyes. Her eyes met his as she sat upright. She turned to find Charles next to her. "Who are you?" she asked in a light voice he smiled and held his hand out.

"I'm Professor Charles Xavier and we've been wondering what your name is for a while." He replied blushing slightly. She grabbed his hand to shake it and a million questions ran though her head, but she figured he should know her name.

"My name is Lily Hollingsworth. Now not to be rude, but where am I and where is that little girl?"


	3. Chapter 3

I don't own any of the X-Men franchise. I do however own Lily and Carrie!

Chap 3

Charles and Lily stared at each other before Lily asked again.

"Where am I? And where is the little girl? Is she ok? How did we get here?" She continued to ask question after question until she heard.

_'Slow down, I promise to answer, but you have to slow down.'_

She heard his voice in her head. Her eyes widened and her mouth opened in surprise.

"You're a telepath?" she asked shocked, she had heard about mutants, but had never met one. He nodded, smiling he began to answers in order.

"Yes, no worries though I promise never to read it unless given permission. Now to answer your questions you are at my house, Carrie is with my students, and she's fine. As for your last question we were hoping you would tell us." Charles replied.

"Carrie? That's her name?" She asked. Charles nodded seeing that she had clearly changed the subject, but knew not to push the subject right away.

"I take it you don't know her either?" he asked. Lily shook her head and looked away as Charles raised an eyebrow.

"Then why did you save her?" He asked. Lily turned so that she sat on the bed. She looked at Charles questioningly.

"How do you know I saved her? She asked while Charles backed away so that she could move her legs over the bed.

"Carrie let me look at her memory so that we could know what happened. It helped a little because I found that you are a mutant." Lily moved to speak, but Charles cut her off.

"Don't tell me your not, I saw everything that happened in Carrie's memory. Please don't be afraid," he said hearing her thoughts shouting at him." Everyone here has abilities like you and I teach them how to control them. If you stay I can teach you as well. Whatever they may be." He said softly. She looked at him surprised.

"You don't know what my abilities are?" she asked. Charles shook his head, looking oddly at her.

"No I thought you would know." He replied. She shook her head sadly. Charles lightly sighed before she heard:

_'Then I suppose we'll find out together then.'_

They looked at each other for a moment before smiling. Lily then looked down at her hands.

"May I have some time to think about it? It sounds like a great opportunity, but I need to think about Carrie." Charles was taken aback, when he and Erik had begun recruiting he had to convince them to join, even then some had turned them down flat, or Erik had to step in to seal the deal. They never thought about it.

"Of course, now if you're feeling up to it, we can go and see Carrie and my team. You can meet them while I mentally yell." Lily looked at Charles with a confused expression, but decided it was none of her business as she started to get up. She quickly brushed off some imaginary dirt off her clothes and turned around to see if anything had ridden up or down while she'd been sleeping. He stopped spinning and saw Charles at the door holding it for her. Lily smiled at him timidly before both of them walked out of the room. They began to walk down the hallway in silence before Lily asked:

"So you're a professor? When did you get it?" She couldn't believe that he was professor. He didn't look more then twenty-four. Charles smiled at the thought.

"Yes, I graduated from Oxford as a professor of genetics last year around the same time that I assembled my team. What about you?" He forced himself not to look in her mind for the answer because of his promise. The look on his face must have given it away because Lily giggled before answering.

" I graduated this year from the University of Virginia with a double major in communication and sociology. " She answered showing him her class ring, it was gold colored with an aquamarine stone. Charles looked at her stunned; she quickly looked down before adding.

"I took a lot of college classes in high school, so when I got into college I was already a sophomore. Add in the classes I took during the summer and voila! Graduation at the age of twenty." Charles grinned at her before they continued down the hallway in comfortable silence. After a few minutes she piped up:

"So is your team in trouble or something?" she asked, suddenly they stopped and Charles grimaced slightly before answering.

"Well yes, you see the boys were very impatient and wanted to know who you were, so they decided that instead of waiting for you, they would look through the bags that we found with you." He waited for her to yell, scream, Bolt down the hallway, anything. Instead he saw her shrug her shoulders before walking down the hallway.

"Aren't you upset?" Charles asked as he wheeled after her. She shrugged her shoulders again before replying.

"I'm mean I'm upset about it, but its happened. There's nothing we can do to change that, but now we can catch them red-handed can't we?" she asked mischievously. Charles smiled and nodded; together they crept down the hallway until they heard scuffling, a few whispers, and a high-pitched giggle. They turned around the corner to find three boys frozen in fear and a little girl playing with a stuffed lion,obilvious to what was around her. Charles cleared his throat and the boys quickly dropped what they were holding and looked down.

"Alex, Sean, Hank meet Lily Hollingsworth, the woman whose things you're going through." They each mumbled an apology as she shook their hands, but her eyes remained on Carrie who was playing with that stuffed lion. Charles noticed this and smiled.

_ 'Lily that's Carrie.'_

They looked at each other before Lily stepped past everyone and in front of Carrie. She looked down at her for a minute before kneeling in front of her. Carrie noticed a dark shadow in front of her. She raised her head and smiled widely at the woman.

"Hi Carrie, My name is Lily." She extended her hand to Carrie to shake. Instead Carrie jumped on her in a bone-crushing hug. Lily froze for a minute before returning the hug. Carrie looked at her with wide eyes.

"You're ok! I was really worried , but Mr. Charles said that he would make things better and he did!" She said excitedly before turning towards Charles and smiling widely at him. Lily laughed softly before noticing what Carrie had been playing with. It had been her one stuffed animal that she had since she had been about Carrie's age. Lily looked at Carrie before picking up the lion and smiling.

"Y'know," At this Carrie turned around "Leo has been watching over me since I was a little kid," Carrie nodded "But I think I'm too old for him for him to watch, do you think he could go with you?" Lily looked at Carrie for about a minute before Carrie smiled again.

"Yes! I promise I'll take good of him!" Carrie cried out before picking up the lion and twirling him around. Lily and the team laughed goodheartedly at this before Lily picked her bags and Carrie up and turned to Charles.

"Would it be alright if we used your bathroom? She really needs a bath." Lily asked gesturing to Carrie. Carrie heard this and shook her head quickly. Charles chuckled at this.

"Of course you can, remember what we talked about." Lily blushed and turned to follow Hank to the bathroom. He stopped in front of the room she had been in earlier and turned to her.

"There's a bathroom in here, there should already be some stuff for both of you." He said looking at her then down at Carrie as both of them smiled. Carrie ran into the room first, but Hank stopped Lily before she could follow.

"I'm really sorry about everyone…y'know," Hank said sheepishly. Lily smiled :

"Hank, it's fine, it happened it's done, but I appreciate you apologizing again." She said as she moved towards the room only to have Hank stop her again.

"I know you're thinking about whether or not to stay." Lily whipped her head around.

"How do you know that? Are you a telepath too?" Hank shook his head.

"Nah, Charles sent me a message in my mind. Don't change the subject," he said. Lily quickly closed her mouth and waited for Hank to continue.

"We would all love if you would stay with us , both of you." He said before Lily could object.

"Both of you would be happy here, we all know it." Lily looked at Hank sadly before going into the room and closing the door. Hank sighed and headed back to his teammates. He turned the corner lost in his thoughts until he saw everyone looking at something Charles was holding.

"What's everyone looking at?" Hank asked as he looked over their shoulders. In Charles's hand was something they found while searching through Lily's things. It looked like a drivers license, but it was vertical and black and white. What puzzled him more were the dates on it. According to that paper Lily was born on March 12th 1992.

Her license wouldn't expire until March 12th 2012.


	4. Chapter 4

Let's go over this again… I own nothing! Except Lily and Carrie.

Chap 4

The team stared at the license, dumbfounded. It couldn't be right, it had to be fake. Alex grabbed the I.D. from Charles and held it to the light for a minute before giving it back.

"It's real." He said as everyone stared at him.

"What? You learn a lot from prison." He said defensively. It was quiet for a minute before Sean asked the question everyone was thinking.

"What's she doing here?" everyone thought about it while Charles spoke.

"That's not important, what's important is that we have a woman who needs to learn to control her powers and a child who needs a home," the team stared at him stunned before he continued.

"Clearly she doesn't know that it's 1963 and no one is going to tell her," he cut off his team before they could object.

"I will talk to her about it later tonight, now I'm going to check on our guests. Sean did you want to order a pizza?" Sean nodded as Charles wheeled away from the shocked boys. After a moment Sean went to call in the pizza while Hank and Alex went to the rec room.

Meanwhile, Lily was in the bedroom trying to unpack her things while Carrie took a bath, insisting she could do it herself. As she unpacked her things a thought suddenly occurred to her: Carrie didn't have any clothes with her except a dirty t-shirt and some really worn jeans. Lily started looking through her t-shirts before coming across a white wife beater. She grabbed that and a pair of sleep shorts. She folded them and went over to the bathroom, she paused for a minute before knocking.

"Hey Carrie? I'm coming in with some clothes ok?" She opened the door to find Carrie wrapped in a fluffy towel looking sad. Lily put the clothes down on the floor and kneeled down in front of Carrie.

"Hey, hey what's wrong?" She asked. Suddenly Carrie ran into Lily's arms and hid her face in the crook of her neck.

"Do we have to leave?" She asked, muffled against Lily's shoulder. Lily's eyes widened as she pulled Carrie back and looked at her.

"I heard you and Mr. Hank talking about it outside. Please can we stay? I like it here and Mr. Charles wants us to!" Carrie said sniffling a bit as Lily helped put on the clothes.

"Well, I was going to ask if you wanted to stay, but it seems I have my answer." Lily said as Carrie looked at her still sniffling.

" We can stay? Really?" she asked as Lily smiled and nodded. She stood up and grabbed Carrie's hand.

"Well, let's go unpack, shall we?" Carrie nodded and they went to the bedroom. Lily grabbed the bags on the bed and continued to empty them out. She reopened the first bag and took out the remainder of her clothes. Carrie crawled up onto the bed and began to look through the second bag. Inside there were so many books that it looked like a small library in there. Carrie began to take them out one by one, including some thick one with pretty pictures on the front. The one that caught her eye was a book of fairy tales. Just as she was about to open it, a knock was heard. Lily went to open the door and found Charles there. She smiled and moved aside, so he could come in. Carrie quickly jumped off the bed and ran towards him.

" Mr. Charles, Mr. Charles guess what?" she said jumping up and down. Charles chuckled before asking "what?" She smiled at him before looking at Lily.

"Ms. Lily said we could stay! I mean if that's ok with you." She said staring at him expectantly. Charles looked up towards Lily, who was smiling softly.

"Is that true?" he asked hopefully Lily nodded before turning around and placing some books on the nearby desk. Charles wheeled towards her as she was pulling out a camera and he grabbed her hand.

"I'm glad. After dinner we'll discuss the arrangements, now dinner will be here soon, so we should head towards the kitchen." They headed out into the hallway and Carrie skipped ahead of them. It was then that Charles noticed Carries choice in clothes. He looked at Lily questioningly.

"There mine. I didn't want her to have to put those clothes back on, I'm going to have to get her some new ones, though," she said lost in thought. Charles stopped and looked at her.

"Then we'll all go tomorrow." This caused Lily to stop and turn around. She would've laughed if the look on Charles face wasn't one of absolute seriousness.

_'Is he serious?'_

"Yes I am, "he replied. Seeing the look on Lily's face he added:

"I know I promised not to, but you really need to stop shouting your thoughts." he replied. He proceeded to catch up to her. He had to go with her tomorrow, if she was from the future, whatever money she had would most likely be useless. They stared at each other for a minute before Carrie poked her head around.

"Are you guys coming? The pizza's getting cold." The two broke contact and continued to walk down the hallway. Lily turned to him.

"We'll talk about all of this later tonight ok?" She said softly. Charles nodded and continued to wheel himself down the hallway. A few minutes later the smell of melted cheese and pepperoni began to waft towards them. Lily deeply inhaled the beautiful scent , she hadn't eaten in about two days and it showed when her stomach grumbled loudly. She looked at Charles sheepishly before mumbling "sorry." Charles merely opened the door to the kitchen and followed her in. The team and Carrie were already seated at the table, as the two sat down next to each other. Soon the pizza was dished out and everyone dug in. After a few minutes of quiet chewing, Lily spoke up.

"So I know what Charles ability is, but what are yours?" she said looking at each of the boys. They looked at each other, then at Charles before speaking. Alex decided to go first.

"I can shoot lasers. That's how I got the codename Havoc." he said before grabbing another slice of pizza. Sean went next and stood up. Charles quickly interjected.

"Not too loud Sean." Sean nodded before looking around.

"Cover your ears." He said as everyone did so. Sean opened his mouth and _bam!_ The glass shattered on the table. Everyone uncovered their ears only to hear a shrill ringing. Everyone began to look around only to see Lily fumbling with something wrapped around her ear. She quickly pulled it out and held it out for a minute before it became silent. They watched as she placed it back in her ear and covered it with her hair. Carrie immediately piped up:

"Ms. Lily what was that?" Lily looked down at her before answering.

"Well Carrie, it's my hearing aid. You see when I was born I couldn't hear out of my left ear, so when I got older they gave me this so that I could hear." Carrie nodded that she understood and Lily turned back to the boys.

"So Sean, if that's your power, what's your codename?" she asked.

"Banshee." He answered before sitting down. She then looked at Hank intently.

"I don't know if I should ask, but what is your ability?" Hank was about to answer when Carrie interrupted.

"His ability is that he's a TEDDY BEAR!" she said with a giggle. Everyone else began to burst out laughing. After a minute they calmed down and Lily quietly asked Carrie not to interrupt before staring intently at Hank. He cleared his throat uncomfortably.

"Well, my abilities are my intelligence and my animal like qualities, hence the name Beast. " He said. Lily raised an eyebrow, but decided not to push.

'_He looks familiar, I mean how many blue fuzzy guys could I know?'_

She thought to herself as she helped herself to another slice of pizza. Soon enough, dinner was over and everyone helped clear the table. As Lily walked in with some glasses, she tripped and fell to the floor. The glasses fell and smashed upon impact. She silently cursed before kneeling down to pick it up, she began to hear footsteps. She turned around to see the team in the doorway.

"Don't worry guys I have it under control." She said as she grabbed as many pieces as she could to throw away. She quickly felt someone grab her wrist, she yelped quietly before seeing Hank staring at her hand. She looked down and saw a gash running across her hand. Hank continued to examine her hand when all of a suddenly it began to repair itself, leaving no scar. Hanks eyes widened as he called the professor over.

"What is it Hank?" he asked as Alex and Sean continued to pick up the glass. He wheeled over quickly to see what was wrong.

"I think I figured out one of her abilities." He replied as Lily yanked her wrist away and began to throw more glass away.

"Really, what is it?" he asked. Hank was about to answer before Lily cut him off.

"I think I should be the one to show you," She said as she lightly fingered a large shard of glass.

"But first I need Carrie out of the room." She said softly, almost pleading. Charles nodded his head, turned and asked if Alex and Sean would take Carrie to watch some TV. The boys quickly took Carrie out, leaving Lily, Hank and Charles. She sighed lightly before pulling her shirt so that the shoulder was exposed. She picked up the shard with her free hand and proceeded to slice up her shoulder, deep enough so that the white of the bone peeked through the bloody skin. Charles moved to help as the blood began to flow, but Hank held him back. They waited a few seconds before they saw the muscle knit itself back together, then the skin, soon there was nothing left to see not even a scar. Charles looked at her with wide eyes.

"I think we have a lot to talk about." He said softly, she nodded in agreement before both of them left the kitchen. Hank stood there for a minute, utterly dumbfounded before going to join the others.

Lily followed Charles with anticipation. She had no idea what they would talk about now that he knew her ability.

_'Wait, Hank said one of my abilities. I have more than one?'_

Her thoughts came to a standstill as they stopped in front of what looked like an office. She followed him in and looked around in stunned amazement. She looked around to see one of the largest libraries she had seen in her life. Charles chuckled at the expression on her face, which brought her out of her daze.

"I thought you might like it if I brought you here," he said as he wheeled towards what looked like a bar.

"Would you like a drink?" he asked as he moved to grab a bottle.

"No thank you," she replied. Charles looked at her oddly.

"I don't really like the taste," she admitted sheepishly. Charles wheeled over to some chairs and gestured for her to sit. She complied and noticed looking rather guilty.

"What's wrong?" She asked apprehensively. Charles was quick to reassure her.

"Nothing! I was just going to apologize for holding onto this." He reluctantly handed Lily back her license. She looked at it then Charles.

"I was looking for this! Where did you find it?" she asked. She saw the expression on Charles face and got her answer.

"The boys found it didn't they?" she asked as Charles nodded his head.

"That's actually something I wanted to ask you about Lily. I don't mean to sound nosy, but are the dates on there correct?" Lily looked at him for a minute before answering.

"Yeah, they are. Charles is everything ok?" she asked as Charles went towards his desk and grabbed something off his desk and reached into his pocket for something.

"Before I show you this, please promise not to freak out." All he got was a nod. He wordlessly handed her a newspaper. She began to skim though it before she caught the date: December 9, 1963. Her eyes widened as they moved from the paper to Charles. The expression on his face answered her question. She slowly put the paper down and turned to Charles.

"B-but how?" she stammered out. Charles quickly grabbed her hand, trying to calm her.

"I don't know, but I promise we will find out. In the meantime you can stay here." He said soothingly. She looked at him alarmed when everything started to make sense.

"That's why you wanted to meet me isn't it?" she asked softly. He nodded solemnly before getting a glass of water for her. She drank it quickly and sat quietly taking it all in.


	5. Chapter 5

I don't own anything!

Chapter 5

They sat quietly in the study for a minute before Lily suddenly spoke up again.

"Is that why you wanted to come with me tomorrow?" she turned to him and saw him nod before speaking.

"I figured since you were from… 2011?" he asked and continued when he saw her nod.

"If you were from almost 50 years in the future I assumed any source of money wouldn't work." He said as she stood and began to pace.

"Charles you're right, I don't have money, I don't have any I.D that is legit anymore, I don't have a social security number, birth certificate, anything! Oh god what about Carrie?" As she continued to ramble Charles began to notice that her hands were turning red. A few seconds later-they were on fire. Charles quickly yelled out to her.

"Lily!"  
>"What?"<br>"Look at your hands." She looked down and was amazed there was fire covering her hands and it didn't hurt. She began to calm down and as she did so did the flames. Charles looked at her hands then at her in amazement.

"Lily will you do something for me?" She nodded at him and he grabbed her hand.

"I want you to calm down and focus on making," He paused a minute before adding:

"A ball of water." She looked at him like he was crazy and began to focus. A few minutes later she held a water orb the size of a tennis ball. Charles looked at her amazed.

"It seems that we've found your ability." She stared at him dumbfounded and looked down at her hands. She closed her eyes and held her hand out again, suddenly a small gust of wind began to flow around both of them, tousling their hair and for the first time in a long time Lily laughed. Charles looked at her and was taken aback at how different she looked when she was smiling. She turned and saw him staring and the wind immediately stopped. She blushed and sat back down in her chair.

"I had no idea I could do that, the healing thing yes, but element control?" She said softly. Charles went over and gave her a light hug.

"Everything will be ok. "He whispered. She pulled away and took a deep breath before speaking.

"While I agree with you Charles, I don't have an identity here neither does Carrie." Charles nodded in agreement before speaking.

"I've never told anyone this, but when I was at Oxford I had a classmate who could make fake I.d's and things like that, I could call him if you like." She looked at him questioningly .

"You would do that?" she asked. He nodded and she hugged him.

"Thank you Charles!" She said. He froze for a moment before returning the hug. For the rest of the night they take candidly about their lives. He learned that she actually only been living In New York for only a few months, she actually grew up in Alexandria Virginia with her parents and a little brother. She went to school for psychology, but fell in love with communications. The conversation continued late into the evening when Charles finally addressed what had been on his mind.

"What were you doing out there?" She turned to him, confused.

"Before you saved Carrie, what were you doing out there? You had stuff with you, so please don't tell me it was just a walk down the streets." She turned away, took a deep breath, and closed her eyes gathering her thoughts. She turned back to him and smiled grimly.

"I promise I'll tell you soon, but I'm not ready to talk about it yet." She said almost in a whisper. She looked at Charles who looked disappointed, but smiled softly in understanding. Soon the conversation turned to Carrie. They decided that they would test her to see what grade she was in, however they began to argue what they would do after that. Charles thought she could be homeschooled, Lily completely disagreed.

"She needs to go to school Charles." She stated firmly. He sighed and pinched the bridge of his nose, he was frustrated, but Lily was not backing down. She quickly spoke up before he could say anything.

" Before you say that we could teach her, or something like that, I'd like to point out something," She looked at Charles for his full attention before continuing. "All of us are in our late teens early twenties. Carrie is five, she needs to be around kids." She said looking at him intently. He looked at her before sighing.

"Alright," He said a little reluctantly. She made her way to hug him, but not before he interjected:

"But the guys and I have the right to teach her things if she asks correct?" She looked at him a little surprised.

"Of course." She said softly. They both yawned simultaneously and looked at the clock. Both of them saw that it was getting quite late so they got up and left the library and towards the rec room. As they headed there, Lily suddenly blurted out:

"What's Hanks last name?" she asked curiously.

"McCoy." He said. This stopped Lily dead in her tracks, Charles turned around and saw Lily standing, looking quite pale.

"I can't believe it. I can't believe I didn't make the connection." She muttered as she paced the floor. Charles looked at her quizzically before realizing that it was a future thing, so he shouldn't pry. He simply wheeled over to her and grabbed her hand. She immediately stopped and took a deep breath.

"I can't tell you about the future." She said, a look of guilt crossed her face. He nodded in understanding before they continued into the rec room. They entered to find the Alex and Sean asleep in the chairs, with Hank asleep upright on the couch and Carrie curled up next to him holding Leo tightly. Charles moved to wake up everyone, but Lily stopped him.

"Let them sleep. They look so peaceful." She whispered. Charles nodded in agreement and they slowly backed out of the room. They walked down another hallway until they reached what was now Lil's room. They bid each other good night and Lily went inside and closed the door behind her. She quickly brushed her teeth, slipped on a sleep shirt and sank down into the bed. She laid there until sleep took over.

Daybreak quickly came and Lily slowly woke up to see saw a pair of hazel eyes gazing down at her. She bolted up and saw Carrie sitting on the bed giggling softly. She began to register what had happened yesterday, looking around the room.

_'It wasn't a dream'_

She was brought back to reality by a tug on her sleeve. Carrie looked up for a minute before jumping off the bed, dragging Lily with her. Lily chuckled and looked at the clock, it was a little after eight. She stood up and scooped up Carrie.

"What are you doing up so early?" She asked teasingly. Carrie shrugged, unable to come up with an answer.

"Well since you're up, want to help me make breakfast?" Lily asked. Carrie nodded her head and with that Lily threw on a pair of boxers and both of them headed to kitchen. They poked their heads in the fridge to find a carton of eggs, a block of cheese, butter, lettuce, and a box of baking soda. They looked at each other both with noses wrinkled.

"I guess we're making eggs." Lily said as she pulled out the eggs, butter and cheese.

"Will you make them scrambled?" Carrie asked shyly.

"Sure, to be honest those are the only kind I can make." Lily whispered like she was telling a secret. Carrie giggled and they began to cook, well Lily cooked and Carrie watched. Carrie suddenly spoke up.

"Miss Lily, did we go back in time?" Lily froze; she knew she had to tell Carrie sooner or later. She had been hoping for later. She put down the spatula and kneeled down to Carrie and sighed.

"Yes we did Carrie, but you can't tell anyone that doesn't live here or we'll be in trouble ok?" Carrie nodded that she understood. Lily moved to stand back up, but a thought occurred to her.

"How did you know?" She asked.

"I'm five not stupid, this place looks really old, plus the T.V was black and white." She said in complete seriousness. Lily threw her head back and laughed before working on the eggs some more. Carrie noticed a little radio on the counter and started to fiddle with it until Lily stopped her on a certain song.

"I remember this song!" She turned the volume up and started dancing with the pan.

_ Shake, shake, shake, Señora, shake your body line  
>Shake, shake, shake, Señora, shake it all the time<br>Work, work, work, Señora, work your body line  
>Work, work, work, Señora, work it all the time<em>

_You can talk about Cha-Cha  
>Tango, Waltz, or de Rumba<br>Señora's dance has no title  
>You jump in the saddle<br>Hold on to de bridle!_

Carrie watched Lily dance and sing to the lyrics, when she saw the boys come into the kitchen looking tired, followed by Charles looking chipper. He widened his eyes when he saw Lily singing to a pan of eggs.__

_(Jump in de line, rock your body in time) OK, I believe you!  
>(Jump in de line, rock your body in time) Rock your body, child!<br>(Jump in de line, rock your body in time) Somebody, help me!  
>(Jump in de line, rock your body in time) Whoa!<em>

She twirled around as she belted out the note and saw Charles and the guys standing in the doorway looking amused. She felt a blush rise up in her cheeks. She heard a giggle and turned to see Carrie giggling loudly.

"Breakfast is ready." She mumbled as the boys grabbed the plates and Carrie, leaving Lily standing there in a t-shirt that said, "If I were an enzyme I'd be DNA helicase so I could unzip your genes" and some boxers that had martini glasses on them. She looked at Charles who was looking at her with wide eyes. She began to go change, but Charles grabbed her hand and they went to the table. Everyone dug in and thanked Lily and with that everyone discussed what they would be doing. Charles had earlier talked to the boys telepathically and everyone would be going on the excursion to get Carrie clothes, much to Lily's shock and Carrie's delight. They would also be going to the grocery store after Lily told Charles what had been in the fridge. With that everyone cleaned up and got ready to go out.


	6. Chapter 6

Once again, I don't own any part of the X-men franchise, Lily and Carrie are mine though. Shout out again to tesselation for all of her help!

Chapter 6

Lily and Carrie headed towards their room to get ready for the day. It ended up taking Lily about ten minutes to convince Carrie to put on the clothes she had worn when they had shown up, but she kept refusing. Lily sighed and sat down next to Carrie.

" I know you don't want to wear the same thing two days in a row, but we're going out to get new clothes!" Lily said trying to sound enthusiastic when in truth she really hated shopping. She heard Carrie sigh.

"I know," she said glumly. Lily turned to her questioningly.

"So what's going on? Do you not want the guys to come?" She asked Carrie. Carrie shook her head.

"No! I like that everybody's coming, but does it have to be shopping?" She asked. Lily laughed and hugged the small girl.

"Want to know a secret?" Lily asked, Carrie quickly nodded for her to continue.

" I don't like shopping either, but we need to go so that you can have clothes to wear, ok?" Carrie nodded and skipped away to get dressed. Lily sighed and started to get ready.

Meanwhile the boys were waiting for the girls in the entryway, except Sean who was fidgeting.

"What's taking so long? It shouldn't take girls this long to get ready!" he said, almost on the verge of whining. The others simply rolled their eyes as he began to move down the hallway. Hank quickly jumped up and grabbed Sean.

"Don't, they're probably almost ready, besides Lily has to try to get a energetic five year old ready. That seems like a feat in itself," he said, staring Sean down. After a few seconds they both sat down with Sean pouting. Laughing at his expression, Alex looked at Charles, who looked deep in thought; he decided to break the silence.

"So, how did she take the news, Charles?" he asked, looking at Charles. This caught everyone's attention as Charles deeply sighed and turned to address the guys.

"She took it pretty well, considering the circumstances," he said remembering the events that had only occurred a few hours ago. He saw that they wanted more details.

"She was fine until she realized that she and Carrie don't have any sort of documentation to prove that they're from here, no birth certificates, social security, nothing," he told them with worry laced in his tone. Then he remembered what else had happened and grinned.

"Although it helped me figure out her mutation. Not only can she heal at a rapid rate, she can control elements, quite fascinating really." He turned around to see the guys staring with wide eyes.

"Holy shit." They all turned to Sean who looked fascinated and scared at the same time.

"Good thing you didn't try to rush her, eh Sean? She could've set your hair on fire!" Alex chuckled. Sean glared at them before standing up in front of his teammates.

"Please, like she could beat me up, she's like a midget!" He laughed at his joke while the others simply shook their heads.

"Man, I wouldn't push it. She seems laid-back, but she seems like she could beat your ass in less than a minute," Alex said while everyone nodded in agreement.

"Why don't you fu-"

"We're ready!" They all turned to see Carrie running towards them. She had on what looked like the clothes she'd worn yesterday and a large sweatshirt.

"Carrie! Slow down!" they heard as they saw Lily rushing down the hallway with her coat and purse in one hand and a pair of gloves in the other. She was wearing jeans with a sweater and a dark green tank top that showed off her curves. She bent down in front of Carrie and handed her the gloves.

"We're not going anywhere until you put these on," Lily said as Carrie slid them on. She stood up and looked at the guys. Alex and Sean were both wearing jeans and t-shirts while Hank wore khakis and a white button down. Charles sat erect with his blue button down and dark pants, Lily smiled at this.

'_He looks very handsome'_

"Thank you." Charles replied, chuckling at her expression. She began to blush as she turned to Hank.

"Hank, are you going to be ok? What if someone asks about your…fur?" she asked, concerned. Hank simply grinned and started playing with his wrist.

"We won't have to worry about that, in public at least." He said happily. The others exchanged confused glances as he showed them what looked like a wristwatch. They watched in amazement as Hank' s fur was replaced with pale skin, his hair changed back to brown, as did his eyes. He looked like his old self. After a moment of silence, Charles wheeled forward.

"How?" He asked with a mixture of shock and curiosity.

"I've been working on this in secret for a while. I didn't want to tell anyone until I was positive it would work," Hank said as everyone came up to congratulate him. Carrie gently tugged on his sleeve to get his attention.

"Is it permanent?" She asked quietly. Hank's eyes widened in shock and disbelief. Like Charles and his wheelchair, no one ever brought up what had happened to him and it was touching to see someone liked the fur.

"It's only temporary, I promise when we get back then I will go back to being my blue fuzzy self, ok?" He said as Carrie grinned. With that they headed to the car with Hank driving. After an hour of driving they parked in front what looked like a Macy's, but was called Gimbels. They piled out and headed in, after a few minutes of wandering they found the kids section. They decided to split up to see what they could find. The guys actually found some outfits. What surprised Lily was how put together they were. Alex had gone at it alone and had mostly come up with jeans and t-shirts, Sean, who also went at it alone had clothes that Lily called "hippie wear" which Carrie was downright terrified of. Charles and Hank had apparently teamed up and found several types of blazers, button-downs, and skirts that Carrie loved. They left about an hour later with the stuff, with Carrie thanking Charles the whole way. They got back in the car and headed towards the grocery store. On the way Charles felt a tap on his shoulder, he turned to see Lily looking at him clearly focused, when he heard:

_'Thank you so much for this…I promise that I'll pay you back when I can' _He blinked at her in shock before firing back:

_'You don't need too, I really wanted to help, please let me' _Lily quickly moved to object, but Charles beat her to it.

"No buts, I won't take no for an answer." She glared at him before sighing in defeat.

Charles and Lily quickly came to realize that bringing a five year old and 3 guys who could eat a lot to a grocery store was a horrible idea. If it wasn't the guys randomly piling junk in the cart, it was Carrie trying to sneak candy in. After a few minutes Lily got fed up and took Carrie to help her pick out some vegetables. As she was browsing she felt a hand on her ass. She quickly turned to see a man leering at her. He was quite large and smelled vaguely of sewage, he slowly began to creep closer; Lily had to resist the urge to plug her nose and gag. She began to slowly grab Carrie to go, but he stopped her.

"Hey pretty thing, where are you going?" He sneered at her. Thinking quickly she bent down to Carrie:

"Find the boys and get back here. Do you understand me?" She whispered forcefully. Carrie nodded and ran off, the pervert following her with his eyes.

"Should learn how to control your kid better," he said snidely. He moved closer, leaving Lily no way out unless she wanted to be grabbed.

"How about the two of us get out of here?"

"No thank you," she replied curtly as she thought of a way out. She moved to leave, but he grabbed her arm. He held her up so that they were face to face.

"I think someone needs to teach you some manners," he growled. She thought about what to do when she had an idea. Closing her eyes she focused on her body becoming hot. As she thought about it she heard a shout. She opened her eyes to find herself on the ground and the pervert holding his hand and screaming in pain. She turned to see Carrie and the boys running or wheeling around the corner. She quickly stood up and ran towards them; they met halfway and Carrie launched and latched herself onto Lily's legs, while the guys crowded around her.

"Are you ok?" Charles asked worriedly. Lily simply nodded, grabbed the cart and moved on. Everyone just looked at each other and followed Lily. About thirty minutes later they were checking out and heading back towards the car when they heard a shout of pain. Leaving Carrie with Charles, everyone else quietly came around the corner to see something that disgusted Lily.

A young African-American boy was curled up in a ball with someone kicking him repeatedly in the stomach. She couldn't watch anymore and grabbed the man by the shoulder, yanking him off the boy. While the guys pulled the boy back and over to Carrie and Charles, Lily held her grip on the perpetrator. He turned towards her and Lily's blood ran cold, it was the perv from the supermarket, the one that had grabbed her. He recognized her as well as his eyes turned into angry slits.

"Well, well, couldn't get enough, could you?" He leered at her. Lily quickly stepped back, avoiding his grasp.

" If I wanted to be near scum I would be going to a sewage plant," she fired back. With a howl of rage he charged at her, Lily swiftly grabbed a nearby shopping cart and shoved it towards him. With an _oof!_ He sprawled out on the pavement; he quickly got up and proceeded to push her roughly to the ground. Remembering some of her self-defense, she quickly moved to kick him; with a smirk her grabbed her leg mid-kick. Returning the smirk with one of her own, she swiftly turned her body so that her mobile leg could move and with that she kicked him in the face. Hurtling backwards the man landed with a thud, however before he could get up she moved towards him and pinched his neck causing him to fall asleep.

Lily stood over him panting, when she heard a distinct cheer. She turned around to see Carrie jumping up and down cheering while all of the guys simply stood there looking shocked. She moved towards them, tired as anything.

"Are the kids ok?"

"Yes, and in a few minutes Jeremy's mother will hear the announcement to come find her son in the parking lot." Charles replied, pointing to the boy who looked no more then seven standing up and trying to walk, Hank stepped forward and helped him out, addressing Lily at the same time.

"He also called the cops so we probably should be leaving soon." He said, moving back and forth worried about someone seeing what happened.

"Thank you for helping me," Jeremy mumbled. Lily began to answer back, when a shriek was heard. Everyone saw a woman rushing towards the parking lot. She cried out her thanks as she and her son headed back to the market. As she watched them walk her hearing aid picked up a low whistle, with Carrie with her they saw the boys standing over the body.

"Jesus Lily, you freaking knocked him out!" Alex said in amazement. Hank and Sean could only nod in agreement and Charles, well she couldn't tell what he was thinking, which scared her.

"Well, we should get going he'll probably waking up soon," Charles said calmly and with that they got in the car and drove off. The ride home was silent and tense, even Carrie could tell something was wrong. Sean slowly pulled into the garage and everyone unloaded the bags. They stood in the entryway awkwardly when Hank broke the silence.

"Um, Charles?"

"Yes, Hank?" He asked as Hank cleared his throat uncomfortably.

"Where should Carrie go? We didn't exactly figure that out last night." He quipped. Charles knew that there were only two rooms near everyone, both belonging to people who clearly weren't coming back anytime soon. He turned to everyone else, sadness spread lightly across his face.

"Guys, will you go clean out Erik's old room? I don't think we'll be needing it anytime soon," he said slightly depressed. The guys nodded their heads, faces solemn; they quickly headed off to fix up the room, with Carrie on their heels. Lily moved to follow, but Charles stopped her.

"Lily, could we talk for a minute?" He asked rather curiously, she merely nodded as she followed him to the library. They sat across from each other in utter silence until Lily couldn't take it anymore.

"I know you're upset about what happened today," she said quietly, Charles came around so that he was next to her.

"It's not so much upset, more of shocked and worried, you could have gotten very hurt." He replied gently. She merely looked down when she answered:

"I wasn't worried about me, I can heal remember? Besides I think we both saw today I can handle myself in a fight if necessary." She said smirking to herself. With that Charles chuckled and Lily knew everything was ok. He quickly came back to the subject though;

"Where did you learn to fight like that? It was incredible, not that I condone violence," he added jokingly, he noticed immediately how her face fell when he mentioned it, but he listened for the answer.

"Remember what I told you last night? About telling you soon but not being ready to talk about it? This is one of those things," she said almost wistfully, Charles merely nodded his head and together they went to help the boys with everything.

As Lily lay in her bed trying to sleep, she couldn't help but think about the past, the future, she didn't know what to call it. She thought of everyone she had left behind: Marissa, Jared, Lizzie, Roscoe, and of course _him_. She knew that she would have to tell everyone soon, and maybe then could she begin to remember the good times. She rolled over to see that it was about three a.m. knowing she wasn't getting to sleep anytime soon, she quietly got out of bed and looked through her books to find exactly what she was looking for. With book in hand, she crept down the hallway to the library, turning the lights on she laid down on the couch, opening her tattered copy of _Romeo and Juliet_ as she immersed herself in the idea of star crossed lovers and revenge.

Carrie woke up early and decided to get Lily up as well. She quietly snuck down to Lily's room and opened the door to find Lily not in the room. Alarmed, Carrie did the first thing that came to mind: she told an adult. She quickly ran to the next door and knocked lightly, after a few minutes the door opened and Charles came out and looked down at Carrie.

"Carrie do you know what time it is?" he asked, words slightly slurred from waking up.

"Yeah, but it's important! Miss Lily's not in her room!" she said worriedly. This snapped to Charles' attention and together they went to find Lily. They searched all over until Charles noticed the light in the library was on. With Carrie behind him, he wheeled in to find Lily sprawled out on the couch, asleep with book in hand. Carrie started moving to wake her up when Charles stopped her.

"Let her sleep a little bit longer, ok? And while she does that we'll start making breakfast, does that work? " he whispered to her. Carrie grinned and nodded and began to leave, but not before Charles grabbed a nearby throw and tossed it over Lily. They left the library and went to start making breakfast.

An hour later the entire house was awakened to the sound of smoke detectors going off.

Review please!


	7. Chapter 7

Chapter 7

**I am SO SO SO SORRY! I'm going to try to update more often I promise! I'd like to give a special thanks to ViolentAlice, T0tallyAwes0me, and EvilPurpleCookiePenkeyMonkey for their reviews, without them I might not have tried to update. Please review because it shows me that people want this to continue.**

**I don't own X-men I only Own Carrie and Lily.**

_'He strolled towards her angrily and grabbed her arm._

_ " What did you say?" he hissed, she yanked her arm away, the bruises quickly disappearing as she stepped back; " I said you're an egotistical ass, and how I could have stayed this long I have no idea." She said calmly as she began to turn around. _

_ He let out a roar filled with rage as he tackled her to the floor. She screamed in agony as his hands wrapped around her throat. She tried scratching at him as he slowly crushed her windpipe, but it was no use. Her vision slowly started to blacken to a sadistic smile.'_

Lily shot up in bed breathing heavily, her body drenched with sweat. She felt pressure on her chest. Quickly turning on the lamp next to her, the light revealed a frightened Carrie and a worried Charles sitting next to the bed.

"Carrie? Carrie what's wrong?" She said groggily. Carrie looked up at a Lily in tears when Charles spoke up.

"She heard you screaming and was frightened, so she came to me. We've been trying to wake you up for twenty minutes." Charles said gravely as he watched Lily pulled Carrie close to her, trying to calm her down.

" Is it over?" The frightened look on Carrie's face sent chills down her spine. She scooped Carrie up and got and out and down the hallway, Charles following behind. He sat outside the doorway as he listened to Lily put the terrified girl to bed.

"Yeah, it's over. I'm so sorry I woke you up, I promise it won't happen again." She said quietly as she gently pushed some hair away from the little girls face. Within minutes, Carrie was sleeping peacefully again. Lily quietly backed out of the room and headed towards the library. She heard Charles behind her, but she didn't care. Once in the library, she went to the bar and without hesitating poured herself a drink.

"I thought you didn't like to drink." She turned around to see Charles staring at her as he sat by the couch. She smiled sadly at him as she took a sip of her drink, grimacing at the taste.

"Tonight, I just might need one Charles." She replied as she walked to the couch and took the seat closest to him. They sat in silence for a minute, stewing in their own thoughts before Charles spoke up; "This isn't the first time this has happened, has it Lily?" he watched closely as the grip around her glass tightened. She looked up at him with a haunted look before he continued, "I wish you would tell me what happened." He said gently as he reached out and took the glass from her shaking hands. She stood up and frantically began to pace, trying to collect herself;

"Trust me Charles, you don't want to know. To be honest, if it wasn't for Carrie getting scared tonight, I wouldn't even consider talking to you about it. I don't want to scare her again, or than again, anyone else for that matter." She said. Charles wheeled over to the pacing woman, "Lily whatever happened to you, whatever it is you're ashamed of, I'll never judge." She turned to him.

"Ugh, this is so difficult." she groaned as she sat down next to him, her head in her hands. She quickly looked up at Charles; " You're a telepath." She said more as a statement rather then a question, Charles looked at her with a puzzled expression before realization flitted across his face; "Lily, I promised I wouldn't-" Lily cut him off with something he never thought she would say:

"I give you permission for this." Charles wheeled around, so he could look at her. He saw that she was serious and cupped her cheek, making her look at him; "Are you absolutely sure about this?" he said with uncertainty. She looked at him and nodded

He sighed and posed his finger towards his temple; "Calm your mind." He said before going in.

_'Lily was sitting in the library, her books and papers scattered all over the table. She heard a knock on the door and quickly spun around to see a boy standing in the doorway. He was handsome with blonde hair, medium height and build with very dark eyes. She looked at him as she straightened out the mess in front of her; "I'm sorry I didn't know someone was waiting-" _

_ A light chuckle escaped his lips as he looked at her; "I wasn't waiting for the room." He laughed at the confused expression on her face as he entered the room and held his hand out; "I'm Jace Masters and who are you?" he asked politely as she brought her hand out, "I'm Lily Hollingsworth." She said shaking his hand._

_ "Well Lily Hollingsworth, I'd like to take you out to dinner tonight. Is it a date?" He asked flashing a smile._

_ "Sure, I gue-"_

_ "Great! I'll pick you up at seven. " He said before strolling out of the room." '_

Charles watched the memory fade quickly before he was pulled into another one.

_' She stood in a hallway as the party in the next room was in full swing. Suddenly, she felt a hand pull her into the shadows; she started to scream when a hand clapped over her mouth. She felt hot breath in her ear as someone whispered; "I didn't appreciate your behavior Lily. I didn't appreciate it at all." She fought out of the person's grip and turned to see Jace, she laughed "Oh my god Jace you scared m-"_

_ SMACK!_

_ She held her cheek in her hand and glared at him; _

_ "What the hell Jace?" she yelled as Jace grabbed her and pinned her against the wall. He leaned towards her and whispered heatedly, _

_ " Don't ever speak badly about me again or it will be worse." He spat before dropping her to the ground. She stood up quickly; " I'm not going to censor myself just because it bruises your ego." She said smartly as he was walking away. He quickly spun around and hit her again before going back to the party. Lily glared after him as she held her hand to her stinging cheek and looked into the nearest mirror to assess the damage. She gasped as she watched her deeply red cheek, quickly fade back to her original skin tone.'_

Charles continued to watch Lily's memories with a quiet horror as they showed Jace and Lily constantly arguing, some of them ended with him hitting her and with Lily fighting back. When he was watching those in particular he would clench his fists in a silent rage. He knew that nobody deserved to be spoken to like that; no one deserved to be treated like that period. He calmed himself down as another memory played out.

'_He strolled towards her angrily and grabbed her arm._

_ " What did you say?" he hissed, she yanked her arm away, the bruises quickly disappearing as she stepped back; " I said you're an egotistical ass, and how I could have stayed this long I have no idea." She said calmly as she began to turn around. _

_ He let out a roar filled with rage as he tackled her to the floor. She screamed in agony as his hands wrapped around her throat. She tried scratching at him as he slowly crushed her windpipe, but it was no use. Her vision slowly started to blacken to a sadistic smile.'_

He flinched as the memory faded to black; he opened his eyes and looked over to where Lily was still sitting there her eyes wide. She looked at him uncertainly, "Are you ok?" she asked quietly turning her gaze from his. He squeezed her hand gently " I think I should be asking you that." He said softly grasping her hand.

"I guess I have some explaining to do." She whispered before taking a deep breath, " We were together for six months, six months of backhanded comments and fights." She said indifferently, picking at a loose thread. She snapped out of her thoughts as Charles put a hand on her shoulder, She smiled sadly at him

"That last memory you saw, it was a day before Carrie and I came here. I decided I was done, so when he came home I told him we were through which lead to an argument and well you saw the rest. " She said bitterly, looking away from Charles, who noticed a streak of tears running down her cheeks. He brushed his thumb lightly across her cheek to wipe one away, she sighed, "All I know is that one moment my ex-boyfriend is strangling me and the next I'm waking up in a dumpster a few hours later. I waited for him to go to work and snuck back in, taking as much as I could before he came home and then went down the fire escape." She looked at Charles who still had his hand on her cheek. She choked back a sob "Charles my ex tried to kill me." He moved to get her some water; "Lily if you hated him so much, why did you stay?" he asked in disbelief. She looked up at him, "Because I thought no one else would want me." Before crying. Charles looked at her dumbfounded as she wiped her face; "Damnnit! Now I'm crying over this!" she said through her tears, suddenly she felt a pair of arms around her. She looked up to see Charles hugging her tightly, running his fingers through her hair.

"Did you love him?" she sniffled as Charles asked. She shook her head and sighed; "Then you're crying because you were in a bad situation and now you're safe." He said softly as she brushed her cheeks as she looked at him; "I guess you're right… y'know it feels good to tell someone." She said smiling.

"I'm glad." He said as they looked at each other for a brief moment before Charles shifted uncomfortably; Lily cleared her throat "Well I don't know about you, but I feel kind of wired now." She said sheepishly, Charles nodded in agreement. They talked the night away just as they had when Lily had arrived a week and a half before she talked all about her friends, how they taught her self defense, almost everything about her life that she hadn't told him already including how she recognized Hank from the news (She refused to say for what despite Charles pleading.). Charles managed to tell her about Erik and Raven and how he had ended up in his wheelchair. Neither of them noticed how their hands stayed entwined the whole night.

Charles groaned as he felt the suns rays through his eyelids, he tried to turn, but decided against it when he felt something warm pressed against him. He moved back to where he was before only to smell a light scent of peppermint, wait peppermint? He eyes opened slightly to see Lily's head just below his jaw. Charles smiled as Lily shifted closer to him, his arm wrapped tighter around her, when he heard a _click!_ Charles looked up to see the guys and Carrie standing there. Carrie was giggling quietly, Hank was blushing deeply while Alex was simply staring at them, but it was Sean who was laughing and holding a camera.

"Looking pretty cozy there eh Charles?" Alex said with a grin, Charles felt a blush creep up his neck as they laughed. Suddenly Lily turned her head and narrowed her eyes at the group, " You have ten seconds to get out before a gust of wind blows you out." She said deeply. Within seconds everyone had fled. Lily looked up at Charles, "Well, that was interesting." She said blushing lightly. Charles smiled as they sat up together, " I take it you're not a morning person." He said chuckling, she looked at him smiling.

" That is the understatement of the year." She said lightly before noticing the arm slung over her shoulder, Lily blushed again as she looked at Charles "Thank you for last night." He smiled at her as he absentmindly played with her hair, "Anytime." He said softly. She stood and helped Charles into his chair and together they headed to the kitchen where Hank was making breakfast, as they sat down Carrie ran over and climbed onto Lily's lap;

"It's snowing! Can we go play?" She said with a smile. Lily looked at her and grinned; "Go get your coat." She said, placing Carrie on the ground. Carrie ran from the kitchen happily as Lily stood up " I guess I'll go get ready." She said strolling out of the room. Sean looked around the corner to see that she was gone before grinning at Charles; "Dude, you were looking pretty comfy this morning." He said, wiggling his eyebrows. Charles moved to say something, but Hank beat him to it.

"It's none of our business, what happened last night, so drop it Sean." He said gruffly. The kitchen was silent for a minute before Alex spoke up, "Seriously though what happened?" he said. Just then Carrie and Lily walked back into the kitchen decked out for a day in the snow, as Lily glared at the guys except Charles she spoke evenly, "I had a nightmare and we were talking about it, so drop it." Carrie ran to the door and Lily followed" We're heading out, anyone want to join us?" she said sweetly. Charles grinned at her; "I think we'll stay where it's warm." He said, Lily smiled; "We'll be back soon, have fun!" she said before they ran out.

It had been over an hour and Lily was freezing. She looked over to see Carrie trying to make a snowman with no luck; Lily trudged over to her as she looked on in frustration.

"Tell you what," Lily said kneeling down, "I'll help make Frosty, if afterwards we go inside. Deal?" Carrie smiled "Deal." She said and ran back to her snowman, Lily following on her heels. The next few minutes were spent in silence as they built in concentration. When the body was done, the face was quickly created as Carrie ran around looking for arms. She looked behind Lily and giggled, Lily turned around to see Charles sitting on the patio looking cold despite the jacket and scarf. Lily walked over and sat on the bench beside him; "You look warm." She teased, he smiled at her "And you look cold." He quipped. She laughed while they watched Carrie look around.

"She still wants to be outside?" he said incredously. Lily nodded, "She's hell-bent on finding arms for Frosty." She said, jerking a gloved hand towards the snowman. Before Charles could say more, Carrie ran to them, "May I check over there?" she asked, her teeth slightly chattering. Lily leaned towards her,

"Yes, but if you don't find anything, we're going inside." She said sternly. Carrie nodded and ran over to the edge of the woods. Lily leaned into Charles who wrapped his arm around her as they watched Carrie root through the snow. Suddenly Lily stood up and started going towards Carrie as she saw a man slowly come up behind her. Charles followed her line of vision and felt his eyes widen, Lily quickly ran into the snow, Charles wheeling behind her with difficulty both of then yelling for Carrie. They came to where Carrie was, the man kneeling in front of her; Lily pulled Carrie behind her and glared at the man. He stood up and looked her up and down as if studying her, she crossed her arms self-consciously.

"Who are you? And what do you want?" she said. The man looked at her then grimaced at Charles.

"Charles." He said sadly, Charles moved forward and looked up.

"Erik." He said evenly.


	8. Chapter 8

Chapter 8

**So Merry belated Christmas and Happy early New Year! I wanted to get this up before Christmas, but I had terrible writers block. Anyways special shoutout to SamanthaSamma for her review! Without further ado here's chapter eight! Please review!**

**I don't own X-Men, but I do own Lily and Carrie.**

Lily gasped as she looked over at Erik. He was different then what Charles had described; she then remembered what else Charles had told her last night and immediately her eyes narrowed.

"You're Erik?" she said, resisting the urge to set his head on fire. Erik smirked between the three of them, "I see you've been talking about me Charles." He said neutrally as he continued to stare between Lily and Carrie curiously. He stepped closer to them, which caused Lily move closer towards Charles "And who are you two?" Lily looked down at Carrie who was quivering besides her, she gently grabbed her hand as she defiantly looked up at Erik, "I'm Lily and this is Carrie." She said confidently. She kneeled down and looked at Carrie, who had a look of confusion etched on her face as she kneeled down in front of her, "Carrie we should head back, Mr. Charles needs to talk to his friend." She said steering the girl towards the house when she felt a hand on her shoulder, "Actually I was hoping that you would join our discussion." He said as she looked into his dark cold eyes. Fighting a shiver she turned back to Carrie:

"Carrie please go back to the house and stay there." Carrie nodded and ran away, Lily watched to make sure she got back to the house before walking back to Charles. As she did though, Charles's wheelchair was slowly pushed back to the edge of the woods. Lily looked between the two confused, "What the hell is this about? She said angrily as she moved to get Charles. She was suddenly stopped, unable to move the lower half of her body. Looking behind her see saw Erik holding his hand out, she continued to struggle when he flicked his hand. She felt herself fly through the air before hitting a nearby tree and hitting the cold ground with a thud.

"Erik leave her alone! This has nothing to do with her!" Charles yelled as he tried to move his chair with no luck. Lily gasped for breath as Erik began to stalk over to her. She staggered to her feet as he stood in front of her, he looked down at her," I heard that you had gotten a new mutant Charles, and I was curious. Not much to look at though, clearly not that powerful either." He said mockingly as he came closer. Lily quickly threw her hand out and Charles watched as she made a gust of wind push Erik back, he looked at her in shock for a minute before firmly planting his feet on the ground,

"Well that's a nice trick, isn't it?" he sneered as Lily felt a surge of anger run through her. Without thinking she called fire to her and chucked a ball of it at him; he deftly dodged and watched in fascination as she watered the flaming tree behind him. She ran closer towards Charles and stood in front of him, throwing her hand out and focused on Erik. Within seconds she encased him in a pile of dirt, he struggled as she tightened it around his body. Lily glared at him for a moment before releasing him; she fell to her knees breathing heavily. Erik stood up, shaking the wet dirt that clung to his jacket and kneeled so that they were face to face. He smirked and leaned in closely, "This isn't over." He said before walking away through the falling snow.

Charles quickly moved towards Lily as she attempted to pull herself up by a tree trunk, she managed to stand shakily for a moment before she felt her knees buckle underneath her. Before she could hit the ground Lily felt herself being held up by something warm, she looked up to see Charles pulling her up towards him. Charles pulled her close so that he could look her over; he knew that even if Erik had hurt her she'd heal instantly, but he couldn't help be worry when he saw her hit that tree. His worry subsided slightly as she murmured, "How'd I do?" He fought the urge to chuckle as she shifted in his arms and looked up at him. For a moment all anyone could hear was a cold wind whistle through the woods as Lily's brown eyes connected with Charles's blue ones, Lily finally broke the silence, "We should probably go back to the house. Carrie's probably worried about us." She said softly. Charles nodded and smiled softly as Lily slowly stood up. Holding onto his chair, the pair slowly trudged back to the house. As they made their way into the kitchen they were greeted with the Hank and Alex running towards the door in uniform, they skidded to a halt when they saw Lily leaning on Charles's chair. Hank looked at both of them, "What happened? Where's Erik?" He asked, Lily moved towards the table and clumsily sat in the closest chair, "He got away. He just… walked away." She said curiously as she looked around, "Guys where's Carrie?" She said frantically as she jolted up, Hank opened his mouth only to have a small voice be heard behind him followed by tiny footsteps. Lily looked over to see Carrie run into the room with an out of breath Sean behind her, Lily sighed in relief as Carrie sprinted towards her and climbed into her lap, burying her head in Lily's wet shoulder.

"You're ok." Carrie mumbled before looking up at Lily who was hugging the small girl tightly. Lily smiled, "I was going to say the same thing about you kiddo." she said, stifling a yawn. She looked over at Charles who was smiling softly at the pair, "So does he always pack a punch? Because I seriously feel like I've been run over by a Mack Truck." She asked as Charles exchanged a look with the guys before Hank spoke up, "Lily how many elements did you use when you were fighting?" Lily answered and Hank raised a furry eyebrow, "No wonder you're tired, you haven't used that much power before." Sean snorted and looked at Lily, "Dude you look like you're gonna pass out." He said as Alex frogged him in the shoulder. Alex then looked at Lily as her eyelids started to droop, "Sean's right, maybe you should lie down for a bit…"He trailed off as Lily glared at him, Charles moved forward, before he could say anything Lily slowly stood up with Carrie still in her arms and looked around at all of them, "I'm going to crash for a while, but not because you guys told me to," she stated looking at them with an eyebrow raised "I'm going because right now even the floor looks nice enough to sleep on." She said before absently kissing Carrie's forehead, setting her back on the ground and walking out of the kitchen, Carrie following behind her.

It was quiet for moment before Alex piped up, " So… anyone want tell me why Erik decided to just show up out of nowhere? Cause something tells me he wasn't exactly here to spread Christmas cheer." Everyone looked over at Charles who looked deep in thought," He said that he'd heard about Lily, but how?" he said as they all exchanged worried glances till Sean spoke up, "Well I guess that means we're just have to keep a close eye out, I mean Charles already has a head start on that-" he said before Alex slapped him upside the head. Sean glared at all of them, "C'mon like no one else here notices that they flirting and sneaking little glances at each other, hell we found them sleeping together this morning! Can no one see that they're into each other?" Everyone looked over at Charles who was fighting the blush creeping across his cheeks. Before Sean could say anything else Hank quickly spoke, "Hey Alex we were going to go out and get a tree right? Sean do you want to come?" He asked glaring at Sean, who glowered for moment before stomping away.

Alex looked over at Charles, "Y'know he's right, it's kind of obvious that you guys are into each other." He said leaving a dumbstruck Charles in the hallway. A few minutes later, the boys trudged out into the snow as Charles wheeled himself into the kitchen. As he looked through the cabinets for a saucepan he heard footsteps enter the kitchen, he turned to see Carrie standing in the doorway. He smiled at her, "Hello Carrie, what have you been up too?" he asked as she looked at him with a serious expression, "I wanted to see that Lily was ok." Charles leaned over so that they were eye to eye, "And was she?" Carrie nodded her head rapidly. Charles smiled at her, "Then I suppose we should celebrate with some hot chocolate, how does that sound?" Carrie grinned and nodded as Charles started making their drinks. He placed a mug in front of her as she scrambled to sit the chair she said a quick thank you she gently grabbed the drink in front of her, "Careful, its hot." He said as he watched her blow the steam off. They sipped their drinks in peaceful silence.

Finally Carrie broke the silence, "Mr. Charles can I ask you a question?" Charles looked at the small child, "Yes, but there's the chance I won't know the answer." Carrie hesitated and looked down into her empty mug, finally she looked up at Charles, "Do you think Lily could be my mommy?" Charles choked on his drink as he looked over at Carrie. He quickly collected himself, "Well Carrie you'll have to ask her that." He felt terrified as he saw Carrie's lower lip tremble, "What if she says no?" she said sadly. Charles wheeled towards her and wrapped an arm around her tiny shoulders, "If she's says no then it's simply her loss at something wonderful." He sighed inwardly as she smiled at him. Carrie looked deep in thought for a moment before grinning at Charles, "Do you wanna see what I found?" Charles looked at her curiously, "I suppose." before he could finish Carrie leapt out of her chair and padded out of the kitchen. He sighed and followed her as she walked quickly down a hallway and stopped in front of a closet, making sure Charles was behind her she opened the door and waved him over. Charles looked and saw a small pile of wrapped presents on the self; he gently reached in and picked up a package. He felt his eyebrows rise as he read: _To Charles from Lily and Carrie_, feeling curious he looked at Carrie. He placed the gift back on the self and placed Carrie on his lap, "Carrie are all of those gifts from you and Lily?" Carrie nodded and Charles looked down at her, "Do you know how she got them." Carrie looked up at him, "Yeah she gave some of her jewelry to a man and he gave her money." Charles sighed, "Do you mind if I could take a look?" he said gesturing to his head. Carrie shook her head and Charles quickly dove into her mind.

_Carrie was heading toward her room when she heard some noises coming from Lily's room. She quietly snuck into Lily's room to see her looking through her bag till she pulled an even smaller bag out, "What are you doing?" Lily whirled around to see Carrie. Bag in hand, Lily walked towards Carrie and leaned down in front of her, "Well I was getting ready to go into the city with Alex…would you like to come with us?" Carrie nodded happily and ran to get ready._

_ The city was buzzing with activity as Alex led them all to a simple shop that said Spiro's Pawn Shop. The inside was filled with all sorts of things; she began to inspect something when she overheard Lily talking to a man with a wide mustache and fat fingers looking over a string of pearls and a bracelet. He placed it back on the counter and looked at Lily, "I'll give you a hundred fifty for both items." Lily looked at him, "No way, those two combined are worth more then that." She sighed and looked over at Carrie, "Look its four days before Christmas, is there anyway I can get more then one fifty?" She said as the man twirled his moustache, "Tell you what, you give me that nice ring on your finger and I'll give you four hundred for all three." Lily thought about it, slipped her ring off and slid it across the glass countertop, "Deal."_

Charles slipped out of the memory, not wanting to see anymore. He felt so different emotions at that moment, he was touched that she do something like that for all them, but he was angry that not only had she sold her ring, something that she had worked so hard for, but that Alex had known all about it and didn't tell him. Charles stewed in his own thoughts for a moment before Carrie's voice snapped him back to reality, "Mr. Charles are you alright? You look sad." Charles gently pulled Carrie off of his lap and on her feet, "I'm fine, but Carrie I need you to promise me that you won't tell Lily that I know where the gifts are ok?" Carrie nodded her head and together they headed back to the kitchen where they saw Lily standing over the stove, making hot chocolate.

She smiled as they walked in, "And what were you two up to?" she said teasingly, Carrie looked at Charles with wide eyes, "We were just on an adventure." He said smoothly, hating that he was lying to her. Lily examined them for a moment before shrugging, "Well you guys are just in time, the guys are decorating the tree and I'm making some cocoa for everyone." She said as she ladled the drink into mugs for everyone. Charles smiled at her as they walked into see a large tree in the corner of the living room and all of the guys putting the ornaments on. Charles looked at Alex,_ 'Alex could you come with me please? And bring your coat.'_ Alex looked at him curiously, but grabbed his coat. He met Charles in the hallway, "What's up Charles?" he asked as Charles glared at him, "We're going into the city for a while, c'mon." he said vaguely as they headed out to the car and into the night.

An hour later everyone admired their work on the tree, "Santa'll love it!" Carrie said gleefully, Lily laughed and leaned down and looked at her, "Yes, but Santa won't come if you don't go to bed, so say goodnight." Carrie looked around, "But Alex and Mr. Charles aren't back yet." She said as she looked around the room. Lily looked around still worried that they hadn't come back from whatever they were doing, she looked at Carrie, "I promise to tell them for you." She said gently as Carrie yawned. Saying goodnight to the guys Lily went and tucked Carrie in, "Lily will you be my mommy?" she said sleepily. Lily was stunned but answered, "I would love to be your mom," she said softly as she kissed Carrie's forehead and turned out the light. Stifling a yawn of her own she quickly placed everyone's gifts under the tree and quickly fell asleep.

"Wake up, Wake up its Christmas!" Carrie said as she shook Lily awake. She shuffled out of bed and followed Carrie and the guys to the living room. The next thirty minutes consisted of everyone opening presents, as the flurry of wrapping paper began to subside, Lily stood up, "I'm going to get a trash bag, I'll be right back." She was about to move when she felt a tug on her sweatpants. Lily looked down to see Carrie holding a box in one hand and Leo in the other, "Mommy you have one more present." Lily looked at Carrie quizzically before sitting back down next to Charles; she gingerly took the box and looked at the label, "To Lily From Charles." She read aloud before casting a glance over at him, she moved to speak, but Charles quickly interjected, "Please just open it." He said. She looked at him curiously as she began to unwrap the package.

Her eyes widened, "Oh my God." She said as she looked into the box.

**What did he give her? Review please!**


	9. Chapter 9

Chapter 9

**Hey guys! So this was suppose to be posted after New Years, but obviously that didn't happen. There are a lot of reasons for it, but this isn't the place to list them. I want to give special thanks to DarylDixon'sgirl1985, rainbowhairgrl, and Guest Maddy whose reviews have pushed me to get this finished! Also thanks to all the readers who have favorited and followed this story. Anyways on with the story! Please review!**

**I don't own the X-Men franchise, but Lily and Carrie are mine! **

It was quiet as Lily reached into the box with trembling hands. Charles watched as she pulled her class ring out of the box and gently held it in the palm of her hand, the aquamarine stone glinting in the sunlight. Lily looked up at Charles with pure shock on her face, before she could say anything she heard someone clear their throat. They turned to see Hank staring at the two of them before abruptly standing, "So…who wants to help me make breakfast?" he said awkwardly.

Carrie jumped up next to him, "ME!" She said happily as Hank pulled Sean and Alex up and dragged them out the door, "You're not being obvious at all Hank." Alex muttered sarcastically while Sean yelped as Carrie skipped happily behind them, humming a tune under her breath.

Lily watched them walk out before looking back at Charles, "How did you know?" She asked holding out the ring for him to see. Charles smiled softly at her, "Carrie may have shown me where you'd hidden the presents, and then let me see how you got the money." She tried avoiding his gaze, but he placed his hand gently under her chin, forcing her to look at him, " I just wanted to get everyone something nice for Christmas." She said softly. Charles gently grabbed the ring, "That was my thought as well when I got this." He said as he held her hand, "Technically this was already yours, so technically it's not a gift it's more like I'm returning something that belonged to you already." He rambled as he slid the ring onto Lily's finger.

Lily blushed as she tried to ignore the warm sensation as their fingers brushed against each other. "I'm guessing you thought about how I would react." She said looking closely at him. Charles felt himself become flushed as she peered at him inquisitively; "Honestly I had the feeling you would try and tell me that it was too much or that it wasn't necessary or-" He was abruptly cut off as Lily leaned against him and wrapped her arms around his waist, Charles quickly pulled her close as she looked at him, "In most cases I probably would've told you that, but I also know that you probably went through a lot to get this back," She turned towards him, "I also know that this is one of the nicest things that anyone has ever done for me, so thank you." She said as she leaned over and softly kissed his cheek.

As she began to move away he squeezed her hand, stopping her. Lily looked over at Charles who moved in closer, she felt her breath catch in her throat as he leaned in. "You're welcome," he whispered, she examined his face till her eyes landed on his lips and slowly began to lean in closer to him. Lily tried to ignore her pounding heart as he began to follow suit, just before their lips met they heard an odd noise waft in from the kitchen. Charles looked at Lily questioningly, a look of realization flitting across her face as her gaze landed on the kitchen door.

"Oh crap!" she said as she quickly stood up and walked towards the kitchen, leaving a dazed Charles in the living room. He sat there for a moment before following her, as he got closer to the kitchen the noises began to get louder. Charles finally reached the doorway to see an amusing sight. Alex was cooking on the stove moving his body to a random electronic beat from an unknown source, while Sean shuffled across the floor throwing his hands into the air. Charles then chuckled as he watched Hank twirl Carrie around the room as she giggled happily. Finally his eyes landed on Lily who was leaning against the table her fingers pinching the bridge of her nose, frustration clearly etched on her face. Before Charles could figure out what to do, he listened closely to song that was playing:

_Girls - all I really want is girls  
>And in the morning it's girls<br>Cause in the evening it's girls_

_I like the way that they walk  
>And it's chill to hear them talk<br>And I can always make them smile  
>From White Castle to the Nile-<em>

Before it could play any further Lily leapt towards the counter and grabbed a slim black device, pressed down on it and almost immediately the music stopped. She looked at it for a moment before taking a deep breath, "So…anyone want to tell me how you guys were listening to the Beastie Boys?" she said calmly as Carrie looked away quickly and down at her sock clad feet. Lily sighed and kneeled down in front of the small girl, "Carrie, did you take this out of my stuff?" She asked. Carrie slowly nodded her head, Lily sighed, "Kid you can't just look through my stuff like that, a lot of it hasn't even been invented yet. So as much as I would love to introduce the guys to The Beastie Boys and Stephen King, if we did that there's the chance that it'll mess up the future, "Lily held up her device and looked closely at Carrie, "We're always going to remember when we're from, but that doesn't mean we can use technology from then ok?" she said gently as Carrie's brow furrowed. The small girl looked over at Charles, "Ok…but if Mr. Charles looks in your brain and sees the future, then can we? She asked curiously.

Charles wheeled himself towards the pair and looked at Carrie, "As curious as I am about the future, Lily 's right it's better for us not to know right now… Besides, yours and Lily's trust is more important to me then knowing," he said, looking directly at Lily as she handed the device to Carrie. "Now put this back where you found it and later I'll move it where no one can find it," she said as Carrie grudgingly took it from Lily's hand. She started for the door when Lily called out to her, "Oh and Carrie? If this happens again you're going to be in so much trouble." Carrie's eyes widened as she nodded and ran out of the room. Lily sighed and looked around the room, "Sorry about that guys, I didn't mean to ruin the mood." She snuck a glance over at Charles who had started to make coffee.

The boys exchanged curious glances as they watched the pair begin to awkwardly shuffle around each other as Charles wordlessly handed Lily a mug of coffee. The pair continued to sneak glances at each other as Carrie walked back she looked between the guys and the pair questioningly before looking up, "It smells funny." At that the guys scrambled to save breakfast, which broke Lily and Charles out of their funk as they watched the boys with amusement. After a few minutes Alex plopped down a pile of pancakes and several burnt pieces of bacon on the table and as everyone ate, two people couldn't help but wonder what might've happened if the Beastie Boys hadn't been played.

The days passed until it was New Years Eve and Charles's neighbors had invited everyone to their annual party. As everyone rushed to get ready, Charles sat in the main hallway, adjusting his tie and looking at his watch trying to ignore the anxious feeling creeping up his chest. It would be the first time they had all gone out together since the boys had moved in, since Lily and Carrie had shown up. Seeing that no one had joined him he sent a thought to everyone,

_'Everyone, I don't mean to rush all of you, but if we don't leave soon we're going to be la-' _before he could finish, he heard footsteps behind him. He turned to see Alex and Sean walking towards him. "Dude, it's a New Years Eve party. We're supposed to be late," Sean said as he checked his suit in the mirror. Charles sighed and looked at the guys in front of him, both dressed in a regular suit and tie. He prepared to send out another message when he heard a familiar rumble, followed by a high pitched giggle that he'd come to recognize over the past few weeks. He smiled as he watched Carrie walk down the hallway with Hank; the little girl was wearing a dark blue tea dress that matched Hank's suit almost perfectly. Hank smiled at Carrie before turning on his image inducer and looking down the hallway, Carrie grinned at all of the boys before running back around the corner and yanking something from behind, "C'mon Mommy, let's go." She said urgently. The boys heard a sigh before they saw Lily come around the corner.

Charles felt his breath catch in his throat as she stood in front of them. She was wearing a knee length purple dress that accentuated her hourglass figure before flaring out slightly and landing at the knee. Lily blushed as she looked at their expressions and started fumbling with her hair, "It looks stupid doesn't it?" It was quiet for a moment, "I knew it! It looks-" her thought was interrupted by a familiar voice in her head,

_'You look beautiful._' She whirled around to see Charles focused only on her, his fingers poised on his temple. Lily smiled gently and kissed his forehead. "Thanks, you're looking very dapper yourself Professor," she whispered to him. He smiled at her, "Thank you love," fighting the urge to chuckle at the blush on her face. Before she could respond, both of them felt someone pull them towards the door; they looked down to see Carrie tugging on both of their hands. Charles chuckled before picking Carrie up and placed her on his lap, "It seems that Carrie agrees with me, now we better get going."

Hank gingerly sipped his drink as he watch the couples dancing. As his eyes roamed the room, he heard someone sit next to him. Hank turned and smiled when he saw Carrie next to him.

"Hey Kiddo," he said as Carrie looked up at him curiously. "Uncle Hank, can I tell you something?" Hank looked down at the little girl, choosing to ignore the title she had just given him for now. "Anytime Carrie, so what's with the serious expression?" he teased. Carrie looked back up for a moment before leaning up towards his ear.

"I think that Mommy and Mr. Charles like each other," she whispered. Hank grinned at her as she pulled away from him, her head cocked in confusion as he leaned towards her. "I think that you're right…and I know just the thing to make them realize it!" he said thoughtfully. Carrie grinned as Hank told the young girl his idea. Meanwhile Lily looked thoughtfully around the ballroom, looking curiously at Hank and Carrie as they whispered to each other. However her thoughts were not about them, but about a certain blue-eyed professor… She quickly snapped out of it when she heard someone speak to her.

"Yes?" she turned and smiled when she saw Charles sitting there, looking at her with a curious gaze. He moved closer towards her. "Penny for your thoughts?" he asked. Lily chuckled, "Charles, I'm pretty sure that you could know all of my thoughts for less then a penny. " Charles chuckled and leaned in. "Don't look now, but I think we're being watched," he whispered. Lily followed his line of sight and felt herself frown as she saw Hank and Carrie whispering to each other. Before she could say anything, both of them stood up and started moving in on the pair, grinning. Lily smiled, while eyeing the two them suspiciously. "Are you two having a good time?" she said, still trying to figure out what exactly they were up to. Carrie nodded her head rapidly, while Hank looked directly at her.

"Actually I was wondering if you wanted to dance?" he said, trying to ignore the stony glare that Charles was sending him. Lily simply shook her head, "No thanks Hank, I'm goo-" Charles cut her off. "You should, go have some fun." he said trying to sound cheery, not noticing the look of confusion that crossed Lily's face. "All right…I suppose." she said as she accepted Hank's outstretched hand. She gave one fleeting glance to Charles as Hank pulled her onto the dance floor.

Lily looked down at her feet, attempting not to step on Hank as he attempted to drag her across the floor. She snuck a look back to where she had been sitting and saw Charles look at her with a sad expression as Carrie continued to ramble. She looked back to when she heard Hank. "Look, I know you really don't want to be here." Hank teased. Lily felt herself blush as Hank chuckled, "Is it that obvious?" she asked quietly. Hank looked down at the petite brunette, "Which part? The part where you really didn't want to dance? Or the part where you really didn't want to leave Charles?" he asked. Lily pulled away further from Hank. "I don't know what you're talking about." she said, looking down at the floor. Hank let out a huff of frustration, "Why can't you guys just admit that you have feelings for each other?" he said exasperated. Lily glared at him, "I think I need some air, would you excuse me?" she said curtly, fighting the urge to freeze him. He watched her walk away with a small smile on his face. It grew even larger as he saw Charles wheel off after her. Feeling a sense of accomplishment, he walked back over to where Carrie was. She grinned up at him, "Operation Midnight is a go!" she giggled as she high fived Hank.

Charles felt the cold December air hit his face as he wheeled out onto the back patio. There he saw Lily sitting on the steps, looking out at the woods. As he moved closer towards her, she looked up at him. "Hey," she said as he sat next to her, "I saw what happened…is everything alright?" he asked, looking into her honey brown eyes. Lily sighed, "It was nothing, I just didn't want to dance with Hank and then I saw you and…well I just wanted to get some air." she said, turning back towards the woods. Charles sighed, "I'll admit I was a little jealous." He said quietly, looking back at the party. "I just saw you two dancing and it made me miss being do things like that." he said, looking down at his chair not mentioning that he wanted to be able to do all of those things with her.

Lily took his hand and squeezed it. "Just because you're in a wheelchair doesn't make you a different person and if people can't see that then they're not worth your time." she said as she moved her hand to stroke his cheek. They stared at each other for a moment before Lily stood up and brushed off her skirt. "I want to try something." she said, a mischievous smile gracing her face. Charles raised an eyebrow, " An what exactly would that be?" he said, slightly worried. She kissed his cheek, "Just close your eyes." she whispered. Charles complied and for a few moments all he heard was shuffling. Suddenly he felt the wind rustle, then silence. As he was about to call out to her, Charles heard Lily speak. "You can open them now." she said and when he did he was amazed.

Lily was standing in front of him, but instead of looking up at her like usual, he had to look down because she could barely reach his shoulder. Charles looked down and gasped, "How?" he said, motioning to his now upright body. Lily smiled, "I'm controlling the wind around you, so that it holds you up… I thought that you could get a dance in before the ball drops." She said as she headed back in. "Where are you going?" he asked, worried she would leave him out there. Lily placed her hand on the doorknob. "I'm getting you a partner, I mean granted you'll probably have to wipe her memory, but-" she trailed off as Charles held out his hand towards her. "May I have this dance?" he asked. Lily smiled and grabbed his hand; he pulled her close as the melody of a slow song drifted out from the band inside.

"I actually know this song." She said gleefully as Charles spun her around and pulled her to him. As she listened to a song she knew from Casablanca, he leaned down towards her. "So, Carrie told me something interesting before I came out here." he said as Lily looked up at him. "And what was it?" she said as she laid her head on his shoulder. Charles paused for a moment, "She… well she told me that you were interested in someone." He said as he searched her face. Lily felt her face turn red as she looked up at him, "For a five year old she's pretty perceptive." she said. Charles faked a smile; "Well tell me about him, do I know him?" he asked. Lily nodded, "Yeah I think you know him pretty well," she said as she felt her face become even hotter. She looked at Charles, who was staring back at her curiously, "Well he's very smart, he's kind and generous, plus Carrie trusts him which is a big thing. He's just…special. " she said, looking off to the side.

"He sounds incredible." Charles said as they continued to sway to the music. Lily smiled, "Yeah, yeah he is, there's just one problem." Charles chuckled, "And what would that be?" he teased. Lily reached up towards him and began playing with his hair, "Well I'm dancing with him right now and I really want to kiss him, but I'm not sure if he would be okay with it." she said as she snuck a glance at him. Charles's eyes widened as Lily looked at him with a nervous expression. He smiled at her and leaned down towards her, "You know I was wondering the same thing about this woman that I'm very attracted to." he whispered and looked over at her. Lily smiled and began to lean closer towards him, with Charles following suit, meeting in a chaste kiss. It quickly became more heated as they moved together in harmony with one another. The pair pulled away from each other when they heard everyone yelling happily from inside. Charles looked down at his watch and grinned, "It's midnight." He said as Lily grinned back at him, "Well then happy New Year." She said leaning back towards him.

"Welcome to 1964."He said just before their lips met once more.

**What did you guys think? Review please!**


	10. IMPORTANT Authors Note please read!

Hey Guys!

As you guys have noticed I haven't updated on this story in a while and for that I'm SO SORRY! But Not only have I had a serious case of writers block, but I've also been busy with my senior year of college. I'm working on the story; it just might not get posted very quickly. Once again I'm really sorry, just please don't give up on this story.


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